(b) NON-SOLICITATION. Executive will not during Executives employment with the Company and for a period of twelve (12) months thereafter, directly or indirectly, (i) solicit, encourage or induce, or attempt to solicit, encourage or induce, any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee of the Company at any time within one month of the Executives termination of employment with the Company, or (iii) (A) solicit, encourage or induce, or attempt to solicit, encourage or induce, any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to cease doing business with the Company, (B) solicit, or attempt to solicit, the business or patronage of any such customer, supplier, licensee, franchisee or other business relation of the Company in connection with any Competitive Product, or (C) in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company). For purposes of this paragraph 10(b), the term employee shall include consultants and independent contractors of the Company,
(c) EXCEPTIONS. Nothing in this Section 10 prohibits Executive from being a passive owner of not more than 3% of any class of securities of a publicly traded entity (or any amount of any class of securities of the Company), provided that Executive does not engage in any other activity prohibited by this Section 10 or any other provision of this Agreement.
(d) CONFLICTS OF INTEREST. During Executives employment, Executive will not acquire any financial interest in, accept gifts or favors from, or establish any relationship other than on behalf of the Company with, any customer, supplier, distributor, or other person who does or seeks to do business with the Company, unless Executive has disclosed the financial interest, gift, favor, or relationship to the Board in writing and has received written approval for that activity or transaction; provided, however, that this restriction does not apply to casual and normal social/business relationships that do not involve exchange of money, gifts or favors other than normal business expenditures such as lunches or event attendance without significant cost. If any member of Executives family engages or proposes to engage in any relationship or activity that would be covered by the preceding sentence if engaged in by Executive, Executive will immediately disclose that proposed or actual relationship or activity as provided above.
(e) REASONABLENESS OF RESTRICTIONS; ENFORCEMENT AND REMEDIES. Executive understands that the obligations, covenants and restrictions contained in Sections 8, 9 and 10 of this Agreement are intended to protect the Companys interests in its Confidential Information, customer and business relationships, goodwill, and employee training and relationships, and agrees that such obligations and restrictions (and the scope of precluded activities, geographic scope and duration thereof) are necessary, reasonable and appropriate for this purpose. Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach by Executive of Executives promises set forth in Sections 8, 9 and/or 10, that the Company would be irreparably harmed by such breach, and that, in any event, money damages would be an inadequate remedy for any such breach. Executive further acknowledges and agrees that (i) without the restrictions set forth in Sections 8, 9 and 10, Executive would be in a position to compete unfairly with the Company, and (ii) Executives education and experience are such that the restrictions set forth in Sections 8, 9 and 10 will not interfere with Executives ability to earn a livelihood. Accordingly, Executive agrees and consents that the Company (or, for avoidance of doubt, its successors and assigns) shall be entitled to temporary, preliminary and permanent injunctive relief, specific performance, and/or other appropriate equitable relief (in addition to all other remedies it may have for damages or otherwise, in law or in equity) to restrain any such breach or threatened breach without showing or proving any actual damage to the Company (or, if applicable, successors or assigns) and without posting a bond or other security; and the Company (or, if applicable, its successors and assigns) shall be entitled to an award of its attorneys fees and costs incurred in enforcing any of the Executives obligations and restrictions under Sections 8, 9 and/or 10 of this Agreement.
(f) AFFLIATES AND SUCCESORS. For purposes of Sections 8, 9 and 10 of this Agreement, references to the Company shall include, individually and collectively, the Company and its Affiliates and its/their respective successors and assigns.